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极米科技: 极米科技股份有限公司章程(草案)(H股发行后适用)
Zheng Quan Zhi Xing· 2025-09-02 16:14
General Provisions - The company aims to protect the legal rights of the company, shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws and regulations [1][4] - The company is established as a joint-stock company in accordance with the Company Law and other relevant regulations [2] - The registered capital of the company is 70 million RMB [3] Business Objectives and Scope - The company's business objective is to establish a new operating mechanism through joint investment by shareholders and to promote the Xgimi brand globally [4][5] - The business scope includes software development, technical services, manufacturing of household appliances, and various sales and advertising activities [5] Shares - The company's shares are in the form of stocks, including domestic shares (A-shares) and overseas listed shares (H-shares) [7] - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for each share of the same category [7][8] - The company has a total of 3,675,000 shares issued, with specific details on the shareholding structure provided [8] Shareholders and Shareholder Meetings - The company recognizes the rights of shareholders to receive dividends, participate in meetings, and supervise the company's operations [16][35] - Shareholders holding more than 10% of shares can request the board to convene a temporary shareholder meeting [30][31] - The company must provide adequate notice for shareholder meetings, including details on the agenda and voting procedures [62][64] Board of Directors and Management - The board of directors is responsible for the overall governance of the company, including the appointment of senior management [19][22] - The company has established an audit committee to oversee financial practices and ensure compliance with regulations [19] Financial Accounting and Auditing - The company is required to maintain a financial accounting system and conduct regular audits to ensure transparency and accountability [4][19] - Profit distribution and financial responsibilities are clearly defined within the company's articles of association [4][19] Amendments to Articles of Association - The articles of association can be amended following the procedures outlined in the document, requiring approval from the shareholders [10][26]
极米科技: 股东会议事规则(草案)(H股发行后适用)
Zheng Quan Zhi Xing· 2025-09-02 16:14
Core Points - The document outlines the rules for the shareholders' meeting of XGIMI Technology Co., Ltd, aiming to protect the rights of the company and its shareholders while ensuring compliance with relevant laws and regulations [2][3] - The rules specify the procedures for convening, proposing, notifying, and voting at shareholders' meetings, ensuring that all shareholders can exercise their rights fairly and legally [1][2] Group 1: General Provisions - The company must strictly follow laws, regulations, and its articles of association when convening shareholders' meetings [2][3] - Shareholders' meetings are categorized into annual and extraordinary meetings, with specific timelines for their convening [4][5] Group 2: Convening Shareholders' Meetings - The board of directors is responsible for convening meetings within the stipulated timeframes and must respond to requests from independent directors or shareholders holding more than 10% of shares [6][7] - If the board fails to convene a meeting, the audit committee or shareholders can independently call for a meeting [5][6] Group 3: Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting's authority and be clearly defined [13][14] - Notifications for annual meetings must be sent 21 days in advance, while notifications for extraordinary meetings must be sent 15 days prior [8][9] Group 4: Voting and Resolutions - Shareholders' resolutions can be ordinary or special, with different voting thresholds required for each type [38][39] - Ordinary resolutions require a simple majority, while special resolutions require two-thirds of the votes [38][40] Group 5: Rights and Obligations of Shareholders - All shareholders have the right to attend and vote at meetings, with provisions for proxy voting [11][12] - The company must ensure that all shareholders can exercise their voting rights without discrimination [11][12]
极米科技: 董事会议事规则(草案)(H股发行后适用)
Zheng Quan Zhi Xing· 2025-09-02 16:14
Core Points - The document outlines the rules for the board of directors of XGIMI Technology Co., Ltd. to enhance governance and decision-making processes [1][2][20] Group 1: Board Composition and Authority - The board consists of six directors, including three independent directors and one employee director, with a chairman [2] - The board has the authority to convene shareholder meetings, execute resolutions, determine business plans, and manage financial matters [2][3] Group 2: Board Meeting Procedures - The board must hold at least four regular meetings annually, with notifications sent at least 14 days in advance [6][12] - Proposals for meetings are to be formed after consulting all directors, and the chairman is responsible for finalizing the agenda [6][10] Group 3: Voting and Decision-Making - Decisions require a majority vote from the directors present, with specific rules for related party transactions and profit distribution [14][22] - In case of a tie in votes, the matter will be reconsidered, and if it remains tied after three attempts, it will be submitted to the shareholders [13][22] Group 4: Committees and Oversight - The board establishes specialized committees, including an audit committee, nomination committee, and remuneration committee, to assist in governance [5] - The board secretary is responsible for maintaining meeting records and ensuring compliance with disclosure requirements [29][34] Group 5: Compliance and Amendments - The rules must comply with relevant laws and regulations, and any amendments require approval from the shareholders [20][20] - The rules will take effect upon approval by the shareholders and the listing of H shares on the Hong Kong Stock Exchange [20]
极米科技: 信息披露管理制度(草案)(H股发行后适用)
Zheng Quan Zhi Xing· 2025-09-02 16:14
Core Viewpoint - The document outlines the information disclosure management system of XGIMI Technology Co., Ltd., aimed at enhancing the quality of information disclosure, standardizing disclosure practices, and protecting investors' rights. Group 1: General Principles - The company must disclose all significant events that could impact stock trading prices or investment decisions [1][2] - Information must be disclosed timely, fairly, and accurately, ensuring completeness and clarity without misleading statements [2][3] - The company should establish effective communication channels with relevant stock exchanges to ensure compliance with disclosure requirements [3][4] Group 2: Disclosure Requirements - The company is required to disclose major information reflecting its business, financial status, and risks to facilitate informed investor decisions [4][12] - Regular reports, including annual and semi-annual reports, must be disclosed within specified timeframes [8][21] - Any significant changes in financial performance, such as a net profit decline of over 50%, must be explained in detail in the annual report [10][28] Group 3: Internal Management of Disclosure - The board of directors is responsible for overseeing the information disclosure process, with the board secretary coordinating these activities [25][62] - All personnel must refrain from disclosing undisclosed information without authorization from the board [26][67] - The company must maintain a system for managing insider information to prevent unauthorized trading [66][70] Group 4: Types of Reports - The company must issue both periodic reports (annual, semi-annual) and temporary reports for significant events [20][34] - Temporary reports include announcements related to shareholder meetings, asset transactions, and other significant corporate actions [34][36] - The company must ensure that all disclosures are consistent across different platforms and comply with regulatory requirements [29][73]
极米科技: 关联(连)交易管理制度(草案)(H股发行后适用)
Zheng Quan Zhi Xing· 2025-09-02 16:14
极米科技股份有限公司 关联(连)交易管理制度 (草案) (H 股发行上市后适用) 第一章 一般规定 第一条 为充分保障中小股东的利益,保证公司关联(连)交易的公允性, 确保公司的关联(连)交易行为不损害公司和全体股东的利益,使公司的关联 (连)交易符合公平、公正、公开的原则,根据《中华人民共和国公司法》《中 华人民共和国证券法》《上海证券交易所科创板股票上市规则》(以下简称"《科 创板股票上市规则》")《香港联合交易所有限公司证券上市规则》(以下简称 "《香港联交所上市规则》")等有关法律、法规、规范性文件及《极米科技 股份有限公司章程》(以下简称"《公司章程》")的有关规定,并参照有关上 市公司的规定,结合公司实际情况,制订本制度。 第二条 关联(连)人 公司关联(连)人包括(1)根据中国证监会相关规定及《科创板股票上 市规则》定义的关联(连)法人(或者其他组织)和关联(连)自然人;和(2) 根据《香港联交所上市规则》第 14A 章定义的关连人士。 (一)根据《科创板股票上市规则》,关联(连)法人和关联(连)自然 人,指具有下列情形之一的自然人、法人或其他组织: 庭成员,包括配偶、年满 18 周岁的子女及其 ...
极米科技: 董事和高级管理人员所持公司股份及其变动管理办法(草案)(H股发行后适用)
Zheng Quan Zhi Xing· 2025-09-02 16:14
General Provisions - The management measures for the shares held by directors and senior management of the company are established to strengthen the management of shareholding and changes in accordance with relevant laws and regulations [1][2] - These measures apply to all shares held by directors and senior management, including those held in others' accounts and those recorded in credit accounts for margin trading [2] Trading Restrictions - Directors and senior management must consult the company secretary before trading shares to ensure compliance with regulations [3] - There are specific circumstances under which shares cannot be transferred, such as within six months after leaving the company or during investigations by regulatory authorities [5][6] Trading Prohibitions - Directors and senior management are prohibited from trading shares during certain periods, including 15 days before the annual and semi-annual reports and 5 days before quarterly reports [7] - They must also ensure that certain individuals do not trade based on insider information [8] Reporting and Disclosure - The company secretary is responsible for managing the shareholding data of directors and senior management and must report any violations to regulatory authorities [15] - Directors and senior management must report any changes in their shareholdings within two trading days and disclose relevant details [22] Violations and Responsibilities - The company can impose penalties on directors and senior management for violations of these measures, including warnings, demotions, or legal actions [25] - Any profits gained from illegal trading must be returned to the company, and violations may lead to civil or criminal liability [25][26] Implementation - These measures will take effect from the date the company's H shares are listed on the Hong Kong Stock Exchange [30]
极米科技: 极米科技股份有限公司章程
Zheng Quan Zhi Xing· 2025-09-02 16:14
Core Points - Xgimi Technology Co., Ltd. is established as a joint-stock company in accordance with the Company Law and other relevant regulations [2][3] - The company aims to promote the Xgimi brand globally through a new operational mechanism established by shareholders [4] - The registered capital of the company is 70 million RMB, and it is a permanent joint-stock company [3][4] Chapter Summaries Chapter 1: General Provisions - The articles of association are established to protect the legal rights of the company, shareholders, employees, and creditors [1][3] - The company is registered in Chengdu and has obtained a business license [2] Chapter 2: Business Objectives and Scope - The business objectives include software development, technical services, and manufacturing of various electronic products [4] - The company is authorized to engage in a wide range of activities, including retail of household appliances and technology import/export [4] Chapter 3: Shares - The company's shares are issued in the form of stocks, with a par value of 1 RMB per share [5][19] - The total number of issued shares is 70 million, all of which are ordinary shares [6][22] Chapter 4: Shareholders and Shareholder Meetings - The company recognizes the rights of shareholders based on their shareholdings, including profit distribution and voting rights [11][12] - Shareholders holding more than 10% of shares can request the convening of a temporary shareholder meeting [25][26] Chapter 5: Board of Directors and Management - The chairman of the board serves as the legal representative of the company [3] - The company has established an audit committee to oversee compliance and financial reporting [15][19] Chapter 6: Financial Accounting System - The company is required to maintain a financial accounting system and conduct regular audits [7][8] - Profit distribution and financial management are governed by the articles of association [7] Chapter 7: Notifications and Announcements - The company must issue notifications regarding shareholder meetings and other significant events [8][9] - Legal opinions will be sought for the validity of shareholder meetings [21][22] Chapter 8: Mergers, Divisions, and Liquidation - The company can merge, divide, or liquidate based on shareholder resolutions and legal requirements [9][10] - Procedures for capital increase or decrease must comply with the Company Law [7][8] Chapter 9: Amendments to Articles of Association - Amendments to the articles require approval from the shareholders [10][11] Chapter 10: Supplementary Provisions - The articles of association serve as a binding document for the company, shareholders, and management [3][4]
极米科技现2笔大宗交易 总成交金额449.18万元
Group 1 - The core point of the news is that XGIMI Technology experienced significant trading activity on September 2, with a total of 38,700 shares traded through block trades, amounting to 4.49 million yuan, at a price of 116.16 yuan, which represents a discount of 9.88% compared to the closing price of the day [2][3][4] - In the last three months, XGIMI Technology has seen a total of 35 block trades, with a cumulative transaction amount of 150 million yuan [3] - The stock closed at 128.90 yuan on the reporting day, reflecting a 2.09% increase, with a turnover rate of 4.75% and a total trading volume of 427 million yuan, while the net outflow of main funds was 7.13 million yuan [3] Group 2 - The latest margin financing balance for XGIMI Technology is 294 million yuan, which has increased by 12.61 million yuan over the past five days, representing a growth of 4.48% [4] - In the past five days, five institutions have rated the stock, with Huatai Securities providing the highest target price of 150.00 yuan as of August 29 [4]
极米科技:增补黄环宇为独立董事候选人
Zheng Quan Ri Bao· 2025-09-02 13:40
(文章来源:证券日报) 证券日报网讯 9月2日晚间,极米科技发布公告称,同意增补黄环宇先生为公司第三届董事会独立董事 候选人。 ...
极米科技子公司荣获四川省科技进步奖一等奖
Group 1 - The Sichuan Provincial Science and Technology Award announced 244 achievements, with Yibin XGIMI Optoelectronics Co., Ltd. winning the first prize for technological progress, showcasing its strong R&D capabilities [1][3] - XGIMI Optoelectronics, established in 2018, focuses on the R&D, production, and sales of smart projection equipment, and has built a complete industrial chain with multiple production lines since its launch in December 2020 [2] - The company has invested over 1 billion yuan in R&D over the past three years, with R&D expenses exceeding 197 million yuan in the first half of 2025, accounting for 12.15% of its revenue [2] Group 2 - The award reflects the recognition of XGIMI's technological strength and innovation, highlighting the importance of independent R&D in the local tech industry [3] - XGIMI aims to leverage its leading position in the industry to drive innovation and contribute to the development of China's new display industry [3]